Marelli Automotive Lighting USA - Chapter 11 Plan Terms

Plan Terms

Overview

• Marelli Automotive Lighting USA LLC and its affiliated debtors and debtors in possession (the “Debtors”) filed a joint chapter 11 plan of reorganization on Aug. 3, 2026, in the U.S. Bankruptcy Court for the District of Delaware (Case No. 25-11034 (CTG)), for the resolution of outstanding claims against and interests in the Debtors.
  • Although proposed jointly for administrative purposes, the Plan constitutes a separate plan for each Debtor and does not contemplate substantive consolidation of any of the Debtors.
  • The Debtors are proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.
• The Plan implements the restructuring of the Debtors pursuant to a Restructuring Support Agreement (“RSA”) entered into as of June 11, 2025 — the petition date — including the Restructuring Term Sheet attached thereto as Exhibit B, by and among the Debtors and the Consenting Lenders, Plan Sponsors, and Consenting Equity Sponsor party thereto.
  • The “Consenting Stakeholders” are the Debtors, the Consenting Lenders (comprising the Consenting Emergency Lenders and the Consenting Senior Lenders), the Plan Sponsors, and the Consenting Equity Sponsor, Kohlberg Kravis Roberts & Co. L.P.
  • The “Plan Sponsors” are the DIP Lenders holding Tranche A-1 DIP Loans, Tranche B DIP Loans, and Tranche C DIP Loans (and/or commitments for such loans).
  • The Ad Hoc Group of Senior Lenders comprises holders of Senior Loan Claims and DIP Lenders represented by Akin Gump Strauss Hauer & Feld as counsel, Houlihan Lokey Capital as investment banker, AlixPartners as financial advisor, Ernst & Young as tax advisor, and Cole Schotz as Delaware counsel.
  • The “Consenting Senior Bank Lenders” are the Consenting Senior Lenders represented by the Consenting Senior Bank Lenders’ Professionals: Davis Polk & Wardwell as restructuring counsel and Richards, Layton & Finger as Delaware counsel, in each case to Mizuho Bank solely in its capacity as Emergency Lender and Senior Lender; Nagashima Ohno & Tsunematsu as Japanese counsel to Mizuho Bank; Anderson Mori & Tomotsune as Japanese financing counsel; and Huron Consulting Services as financial advisor. Both the Ad Hoc Group’s and the Consenting Senior Bank Lenders’ professional groups may add other professionals or consultants retained with the Debtors’ consent, not to be unreasonably withheld.
• The Plan notes that the Debtors have requested amendments from the applicable Consenting Lenders to the RSA’s proposed Plan treatment of the Emergency Loan Claims and the Senior Loan Claims.
  • The Debtors are also engaged in discussions with key customers regarding the OEM Accommodation Agreements and expect to reach agreement on economic terms in advance of the disclosure statement hearing, with such terms memorialized in OEM Accommodation Agreements prior to the confirmation date. To the extent concessions obtained from customers are insufficient to support the business plan relied upon in the Debtors’ exit financing process, the Debtors may seek further amendments to the RSA.
  • The Debtors and the Required Plan Sponsors continue to diligence General Unsecured Claims and to diligence, review, and analyze the Debtors’ contracts, agreements, and leases; subject to completion of those efforts, the Debtors may seek to further amend the treatment of such claims, contracts, agreements, and leases in advance of the disclosure statement hearing.

Prepetition Capital Structure

• The Senior Loans consist of term and revolving loans made under a facility agreement dated March 23, 2017, by and among Marelli Holdings Co., Ltd., as borrower, the lenders and arrangers party thereto, Mizuho Bank as agent, and KKR Capital Markets Japan Ltd. as coordinator.
  • A “Participating Senior Lender” is any Senior Lender that is also a DIP Lender; a “Non-Participating Senior Lender” is any Senior Lender that is not.
• The Emergency Loans consist of term loans made under a money consumption and loan agreement dated May 20, 2020, by and among Marelli Holdings Co., Ltd., as borrower, the lenders party thereto, and Mizuho Bank, as lender, security agent, and facility agent.
  • Emergency Loan Claims are defined to capture accrued and unpaid interest, premiums, fees, and other obligations arising before or after the petition date, through the earlier of repayment in full and the effective date. The definition of Senior Loans, by contrast, captures such amounts only through the petition date, consistent with the Plan’s general bar on postpetition interest.
• The Prepetition Agents are the Administrative Agent under the Senior Loan Agreement and Mizuho Bank, as security agent and facility agent under the Emergency Loan Agreement.
• Equity interests consist of the Common Stock Interests and Preferred Equity Interests, each comprising all units of the applicable class of interests in Marelli Holdings Co., Ltd.

DIP Financing

• The DIP Facilities comprise the Senior DIP Facility, a delayed draw first-out super-senior secured facility governed by the Senior DIP Credit Agreement, and the Junior DIP Facility, a delayed-draw senior secured facility governed by the Junior DIP Credit Agreement, in each case with GLAS USA LLC as DIP Agent. Deutsche Bank AG, London Branch is the Initial Tranche A Lender under the Senior DIP Facility. The DIP orders comprise the two interim DIP orders, the final DIP order, and the DIP amendment final order, pursuant to which the DIP Credit Agreements were amended.
  • Tranche A DIP Loans are the first-out super-senior secured “new money” term loans under the Senior DIP Facility.
  • Tranche A-1 DIP Loans are the senior secured “new money” term loans under the Junior DIP Facility.
  • Tranche B DIP Loans are the secured “new money” term loans under the Junior DIP Facility.
  • Tranche C DIP Loans represent the roll up of Senior Loan Claims held by the DIP Lenders into the Junior DIP Facility, as authorized by the DIP orders.
• The Tranche A, Tranche A-1, Tranche B, and Tranche C Roll-Up DIP Claims constitute allowed superpriority administrative claims equal to the outstanding principal amount of the applicable DIP loans as of the effective date, together with accrued and unpaid interest and any other DIP obligations or amounts due under the DIP Facilities.
• On the effective date, except to the extent a holder agrees to other treatment, each allowed DIP claim shall be satisfied as follows:
  • Each holder of a Tranche A DIP Loan shall be paid in full in cash.
  • Each holder of a Tranche A-1 DIP Loan shall be paid in full in cash.
  • Each holder of a Tranche B DIP Loan shall, at the election of the Required Plan Sponsors and applicable to all Tranche B DIP Loan claims, (a) be paid in full in cash; (b) exchange all or a portion of their Tranche B DIP Claims for Exit Facility Loans, with cash paid for any claims not exchanged; or (c) convert all or a portion of their claims into their pro rata share of New Common Stock or a combination of cash and New Common Stock, subject to dilution by the Management Incentive Plan and any other equity issued by the Reorganized Debtors with the consent of the Required Plan Sponsors.
  • Each holder of a Tranche C DIP Loan shall receive its pro rata share of New Common Stock, subject to the same dilution.
• Upon satisfaction of the allowed DIP claims, all guarantees provided with respect to such claims shall be automatically released and terminated without further notice, action, or Bankruptcy Court approval.
• All distributions on account of DIP Claims will be made to the DIP Agent on the effective date, with the DIP Agent acting as disbursing agent; all distributions on account of Senior Loan Claims and Emergency Loan Claims will be made to the Prepetition Agents on the distribution date, with the Prepetition Agents acting as disbursing agents.

Classification and Treatment of Claims and Interests

• Administrative Claims, Professional Fee Claims, Priority Tax Claims, and DIP Claims are not classified, in accordance with section 1123(a)(1) of the Bankruptcy Code.
  • Holders of allowed administrative claims shall receive, subject to the consent of the Ad Hoc Group of Senior Lenders (other than administrative claims held by Consenting Senior Bank Lenders), cash equal to the unpaid portion of such claim, payable on the effective date if allowed on or before that date; no later than 30 days after an order allowing the claim becomes a final order if not then allowed; in accordance with the terms of the underlying transaction if incurred in the ordinary course postpetition; or on such other terms as agreed with the Debtors or set forth in a final order.
  • Holders of allowed priority tax claims shall receive treatment consistent with section 1129(a)(9)(C) of the Bankruptcy Code.
  • Except for Restructuring Expenses, Professional Fee Claims, DIP Claims, claims under section 503(b)(9), and claims subject to section 503(b)(1)(D), requests for payment of administrative claims must be filed and served by the Administrative Claims Bar Date — 30 days after the effective date for administrative claims generally, and 45 days after the effective date for Professional Fee Claims. Holders required to file that do not are forever barred, estopped, and enjoined from asserting such claims, which are deemed discharged as of the effective date.
  • Final requests for payment of Professional Fee Claims must be filed no later than 45 days after the effective date and are paid in the amounts the Bankruptcy Court allows, including from the Professional Fee Escrow Account. The Reorganized Debtors must fund that account in cash no later than the effective date; it is held in trust solely for the Professionals, is not property of the estates, and any surplus reverts to the Reorganized Debtors. From the confirmation date forward, the retention and compensation requirements of sections 327 through 331, 363, and 1103 terminate, and the Debtors may employ and pay professionals in the ordinary course.
  • Quarterly fees under 28 U.S.C. § 1930(a)(6), plus any interest under 31 U.S.C. § 3717, will be paid by each applicable Reorganized Debtor for each quarter until its Chapter 11 case is converted, dismissed, or closed.
• Except to the extent a holder agrees to less favorable treatment, holders of allowed claims and interests will receive the treatment below in full and final satisfaction, settlement, release, and discharge of their claims and interests, on the later of the effective date and the date the claim or interest becomes allowed, or as soon as reasonably practicable thereafter.
• Class 1 — Other Secured Claims (unimpaired, presumed to accept):
  • At the election of the Debtors or Reorganized Debtors with the consent of the Required Plan Sponsors (not to be unreasonably withheld), each holder shall receive either payment in full in cash on the effective date or as soon as reasonably practicable thereafter (or, if payment is not then due, in accordance with its terms); reinstatement; or such other recovery necessary to satisfy section 1129 of the Bankruptcy Code.
• Class 2 — Other Priority Claims (unimpaired, presumed to accept):
  • Each holder shall receive treatment consistent with section 1129(a)(9) of the Bankruptcy Code.
• Class 3 — Emergency Loan Claims (unimpaired, presumed to accept):
  • To the extent not paid prior to the effective date, each holder shall receive payment in full in cash.
• Class 4 — Senior Loan Claims (impaired, entitled to vote):
  • Each Non-Participating Senior Lender shall receive cash equal to 11.00% of the principal amount of its allowed Senior Loan Claim.
  • Each Participating Senior Lender shall waive any recovery on account of its allowed Senior Loan Claim.
  • The Class 4 recovery is the sole recovery for Senior Loan Claims, and holders shall not be entitled to treatment in any other class, including on account of any purported deficiency claim.
• Class 5 — General Unsecured Claims (unimpaired, presumed to accept):
  • At the option of the Debtors with the consent of the Required Plan Sponsors, each holder shall either be reinstated or receive other treatment rendering the claim unimpaired.
• Class 6 — Intercompany Claims (unimpaired and deemed to accept, or impaired and deemed to reject; not entitled to vote):
  • At the option of the Reorganized Debtors, with the consent of the Required Plan Sponsors and consistent with the Restructuring Transactions Memorandum, each claim shall be reinstated, set off, settled, distributed, contributed, cancelled, or released without any distribution, or receive such other treatment as reasonably determined by the Reorganized Debtors and the Required Plan Sponsors.
• Class 7 — Intercompany Interests (unimpaired and deemed to accept, or impaired and deemed to reject; not entitled to vote):
  • Consistent with the Restructuring Transactions Memorandum, interests shall be either reinstated or distributed, contributed, set off, cancelled, and released without any distribution, or otherwise addressed at the option of the Reorganized Debtors with the consent of the Required Plan Sponsors (not to be unreasonably withheld).
• Class 8 — Preferred Equity Interests and Class 9 — Common Stock Interests (each impaired, deemed to reject):
  • All such interests will be cancelled, released, and extinguished and will be of no further force and effect, with no distribution to holders.
• Class 10 — Section 510(b) Claims (impaired, deemed to reject):
  • A Section 510(b) Claim, if any exists, may only become allowed by final order of the Bankruptcy Court.
  • On the effective date, all such claims will be cancelled, released, discharged, and extinguished, with no distribution to holders.
• Section 1129(a)(10) will be satisfied by acceptance of the Plan by at least one or more of the classes entitled to vote — Class 4 is the only such class — and the Debtors will seek confirmation under section 1129(b) with respect to any rejecting class. The Debtors reserve the right to modify the Plan to the extent cramdown requires modification, including by rendering a class unimpaired to the extent permitted by the RSA, the Bankruptcy Code, and the Bankruptcy Rules.
• Any class without a holder of an allowed claim or interest, or of a claim or interest temporarily allowed above zero, as of the confirmation hearing is deemed eliminated from the Plan for voting purposes. If a class is eligible to vote and no holder in that class votes to accept or reject, the Plan is deemed accepted by that class. The Debtors or Reorganized Debtors also reserve the right under section 510 to reclassify any allowed claim or interest in accordance with applicable contractual, legal, or equitable subordination.

Restructuring Transactions

• Before, on, and after the effective date, the Debtors or Reorganized Debtors shall take all actions necessary to effectuate the Restructuring Transactions in accordance with the terms, conditions, and consent rights under the RSA, including:
  • Execution and delivery of agreements or documents of merger, demerger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, or liquidation, including the Plan Supplement documents and the New Organizational Documents.
  • Execution and delivery of instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation.
  • Execution, delivery, and filing of certificates or articles of incorporation, reincorporation, merger, demerger, consolidation, conversion, or dissolution.
  • The issuance and distribution of New Common Stock.
  • Consummation of the Exit Facility, including execution, delivery, and filing of all Exit Facility Documents and other closing deliverables.
  • Such other transactions and actions as required to effectuate the Restructuring Transactions, including filings or recordings required by applicable law.
• On the effective date, the New Board shall be established and each Reorganized Debtor shall adopt its New Organizational Documents, if any. The Reorganized Debtors are authorized to adopt any other agreements, documents, and instruments and take any other actions contemplated by the Plan as necessary to consummate it.
• Upon the effective date, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, the provisions of the Plan constitute a good faith compromise and settlement of all claims, interests, causes of action, and controversies resolved thereunder, and the Plan is deemed a motion to approve that compromise under Bankruptcy Rule 9019. Subject to the Plan’s distribution provisions, all distributions made to holders of allowed claims in any class are intended to be, and are, final.
• Upon the effective date, all actions contemplated by the Plan and the Definitive Documents are deemed authorized and approved by the Bankruptcy Court without any further corporate or equity holder action, including implementation of the Restructuring Transactions; adoption, execution, and filing of the New Organizational Documents; selection of the directors, managers, and officers of the Reorganized Debtors; execution of the Exit Facility Documents and incurrence of credit thereunder; adoption of the Management Incentive Plan by the New Board; issuance and distribution of the New Common Stock; formation of new entities; and the assumption, assumption and assignment, or rejection of executory contracts and unexpired leases.

Cancellation of Instruments, Vesting of Assets, and Causes of Action

• On the effective date, except as otherwise provided in the Plan or the Plan Supplement and except to evidence a right to a distribution, all certificates, shares, notes, bonds, indentures, purchase rights, warrants, options, and other instruments evidencing indebtedness in, ownership of, or equity interests in the Debtors are cancelled and deemed surrendered without further action by any holder, the Debtors’ obligations thereunder are fully released, settled, compromised, and discharged, and holders retain only the rights, distributions, and treatment provided under the Plan or the confirmation order.
• Notwithstanding that cancellation, the Senior Loan Documents survive solely to permit holders of Senior Loan Claims to receive distributions; to permit the Debtors, the Reorganized Debtors, and the Prepetition Agents to make post-effective date distributions and otherwise exercise rights and discharge obligations relating to those claims; and to permit the Prepetition Agents to enforce their rights, claims, and interests against parties other than the Debtors, including priority of payment and reimbursement or indemnification rights. The Prepetition Agents are relieved of all further duties under the Senior Loan Documents on the effective date.
• To the fullest extent permitted by section 1146(a), transfers of property under the Plan or the Restructuring Transactions — including the issuance, transfer, or exchange of any debt, security, or other interest in the Debtors or Reorganized Debtors — are exempt from document recording, stamp, conveyance, intangibles, mortgage, real estate transfer, and similar taxes and governmental assessments, and state and local officials must accept the related instruments for filing and recordation without payment of such taxes or fees.
• On the effective date, pursuant to section 1141, all property of each Debtor’s estate, all causes of action, and any property acquired under the Plan vest in the applicable Reorganized Debtor free and clear of all liens, claims, charges, and other encumbrances except as permitted under the Plan, and each Reorganized Debtor may operate its business and use, acquire, or dispose of property and settle claims and causes of action without Bankruptcy Court supervision.
• Except for causes of action expressly waived, released, exculpated, compromised, or settled under the Plan or a final order, the Reorganized Debtors retain and may exclusively enforce all causes of action, including all Avoidance Actions, whether arising before or after the petition date. The Plan expressly provides that no entity may rely on the absence of a specific reference to a cause of action in the Plan, the Plan Supplement, or the disclosure statement as an indication that it will not be pursued, and that no preclusion doctrine — res judicata, collateral estoppel, issue or claim preclusion, estoppel, or laches — applies as a consequence of confirmation or consummation.
• Except as otherwise provided, each Debtor continues to exist after the effective date as a separate corporation, limited liability company, partnership, or other entity under the law of its jurisdiction of incorporation or formation, subject to any amendments effected by the Plan, the New Organizational Documents, or the Restructuring Transactions Memorandum.

Exit Financing

• On the effective date, Reorganized Marelli and/or one or more other Reorganized Debtors shall enter into the Exit Facility — a new credit facility or any other form of financing — the terms of which shall be set forth in the Exit Facility Documents and shall be in form and substance reasonably acceptable to the Required Plan Sponsors.
• The confirmation order shall be deemed final approval of the Exit Facility and the Exit Facility Documents and all transactions contemplated thereby, including payment of all fees, indemnities, and expenses provided for therein.
• Liens and security interests granted under the Exit Facility Documents shall be deemed granted and perfected on the effective date, shall constitute legal, binding, and enforceable liens on the applicable collateral, and shall not be subject to recharacterization or equitable subordination or constitute preferential transfers or fraudulent conveyances.
  • The Reorganized Debtors and the entities granting such liens are authorized to make all filings and recordings and obtain all governmental approvals and consents necessary to establish and perfect such liens, with perfection occurring automatically upon entry of the confirmation order, subject solely to the occurrence of the effective date.
• On and as of the effective date, the Exit Facility Lenders shall be deemed parties to, and bound by, the Exit Facility Documents without the need for execution. To the extent any Exit Facility Lender is also a DIP Lender, each DIP Lender instructs and directs the disbursing agent and the Exit Facility Agent to act as disbursing agent as required, to execute and deliver the Exit Facility Documents and related notes, documents, and agreements, and to take any other actions required under the Plan or Definitive Documents.

Distributions

• Distributions are made by the Disbursing Agent — the Debtors or Reorganized Debtors, or an entity they select with the consent of the Required Plan Sponsors (not to be unreasonably withheld) — on the effective date or as soon as reasonably practicable thereafter, or, for claims not then allowed, when they become allowed. The Distribution Record Date is the confirmation date unless otherwise determined; the claims register closes on that date, and the Prepetition Agents may implement trading freezes to fix the holders of Senior Loan Claims and Emergency Loan Claims.
• No fractional shares of New Common Stock will be distributed and no cash will be paid in lieu; fractions of one-half or greater round up and fractions below one-half round down, with the total authorized share count adjusted accordingly.
• Holders of allowed claims entitled to distributions of $100 or less receive no distribution, and each such claim is discharged and its holder forever barred from asserting it against the Debtors, the Reorganized Debtors, or their property.
• Distributions returned as undeliverable are held until the Disbursing Agent determines the holder’s current address, and become unclaimed property under section 347(b) six months after the effective date, at which point they revert to the applicable Reorganized Debtor notwithstanding any escheat or unclaimed property law, and the holder’s claim is discharged and forever barred.
• Claims asserted in a currency other than U.S. dollars are automatically converted at the exchange rate published in The Wall Street Journal (National Edition) on the effective date. Distributions are allocated first to principal and then to accrued but unpaid interest.
• Postpetition interest does not accrue and will not be paid on any claim, except that interest accrues on DIP Claims in accordance with the DIP Credit Agreements and the DIP orders until paid in full in cash or otherwise satisfied.
• The Debtors or Reorganized Debtors may, but need not, set off or recoup against distributions, other than with respect to DIP Claims and Senior Loan Claims. No holder may recoup against a claim of the Debtors unless it actually performed the recoupment and gave written notice on or before the confirmation date.
• A claim paid in full by a non-Debtor is disallowed without any objection being filed. A holder that receives both a Plan distribution and a third-party payment exceeding its claim must repay the excess within 14 days or accrue interest at the Federal Judgment Rate. No distribution is made on a claim payable under the Debtors’ insurance policies until the holder exhausts its remedies under the policy, and nothing in the Plan waives the insurers’ coverage or other defenses.
• All distributions under the Plan are indefeasible and not subject to clawback.

New Equity and Governance

• The New Common Stock is a single class of common equity or membership interests of the Reorganized Debtors issued on or after the effective date pursuant to the Plan.
  • On the effective date, Reorganized Marelli shall issue the New Common Stock to certain holders of allowed claims and allowed interests. Issuance shall be duly authorized without further corporate action, and all New Common Stock shall be duly authorized, validly issued, fully paid, and non-assessable.
  • The Debtors and/or Reorganized Debtors will fund distributions under the Plan with cash on hand on the effective date, the New Common Stock, and the Exit Facility and/or the cash proceeds thereof.
  • The New Common Stock, other than New Common Stock issued in respect of the Management Incentive Plan, constitutes “1145 Securities” exempt from the registration requirements of section 5 of the Securities Act and from state and local securities law registration. Such securities are not “restricted securities” and are freely tradable by any initial recipient that is not an affiliate of Reorganized Marelli, was not such an affiliate within the preceding 90 days, and is not an underwriter under section 1145(b); persons deemed underwriters may resell only under Rule 144 or another available exemption.
  • New Common Stock issued in respect of the Management Incentive Plan, or otherwise not issued under section 1145, will be issued in reliance on Section 4(a)(2), Regulation D, Regulation S, and/or other exemptions, will be considered “restricted securities,” and may not be transferred absent an effective registration statement or an available exemption. All New Common Stock is also subject to any restrictions imposed by the New Organizational Documents.
• Each holder of New Common Stock shall be deemed a party to the New Stockholders Agreement and the New Organizational Documents without the need for execution, and such documents shall be binding on the Reorganized Debtors and all holders of New Common Stock and their successors and assigns.
  • The New Organizational Documents shall be consistent with the RSA, the Restructuring Term Sheet, and section 1123(a)(6) of the Bankruptcy Code, shall be in form and substance acceptable to the Debtors or Reorganized Debtors and the Required Plan Sponsors, and will prohibit the issuance of non-voting equity securities.
  • Each Reorganized Debtor will file its New Organizational Documents with the applicable Secretaries of State and/or other authorities on or before the effective date, and may amend and restate such documents after the effective date in accordance with their terms and applicable law.
• On the effective date, the term of the current board of directors of the Debtors shall expire, and the directors for the initial term of the New Board shall be designated and appointed in accordance with the New Organizational Documents and the New Stockholders Agreement.
  • The initial members of the New Board and those persons who will serve as officers of the Reorganized Debtors will be identified in the Plan Supplement, and their identities disclosed prior to the effective date. To the extent any identified director or officer is an insider, the nature of any compensation to be paid will also be disclosed prior to the effective date. Provisions regarding removal, appointment, and replacement of New Board members will be disclosed in the New Organizational Documents.
  • The Special Committee of the board of managers of Marelli Holdings Co., Ltd. — comprising Stefan Selig, Roger Meltzer, and Noboru Yamamoto — shall retain authority following the effective date with respect to matters relating to Professional Fee Claims requests by professionals acting at its authority and direction. The Special Committee shall not have any of its privileged and confidential documents, communications, or information transferred, or deemed transferred, to Reorganized Marelli.

Management Incentive Plan

• Following the effective date, the New Board shall be authorized to adopt and implement a post-emergence Management Incentive Plan providing for grants of equity and equity-based awards with respect to the New Common Stock to employees, directors, consultants, and other service providers of the Reorganized Debtors.
  • The terms and conditions of the plan and any awards granted thereunder — including participants, allocation, timing, form, and structure — shall be determined by the New Board in all respects.

Employee and Pension Matters

• The Plan’s employee obligations provision appears in its entirety in brackets in the filed Plan, indicating language that has not been finalized. As bracketed, it provides that, unless otherwise provided in the Plan and subject to the Plan’s executory contract provisions, on the effective date the Debtors or Reorganized Debtors shall be deemed to have assumed the Employment Agreements — which include all existing severance plans as of the petition date but exclude severance agreements with employees not employed as of the petition date — other than the following:
  • All employee equity or equity-based incentive plans and any provisions in the Employment Agreements providing rights to acquire interests or New Common Stock, which shall not constitute executory contracts and shall be deemed terminated on the effective date.
  • Any agreement or plan whose value is related to interests, New Common Stock, or other ownership interests of the Debtors, which shall likewise not constitute executory contracts and shall be deemed terminated on the effective date.
  • Employment Agreements rejected pursuant to an order of the Bankruptcy Court.
• Also within the bracketed provision: after the effective date, the Debtors or Reorganized Debtors may make payments to employees pursuant to employment programs then in effect and implement additional employee programs and make payments thereunder, without further notice to or action, order, or approval of the Bankruptcy Court; and pursuant to section 1129(a)(13), as of the effective date all retiree benefits, as defined in section 1114 of the Bankruptcy Code, if any, shall continue to be paid in accordance with applicable law.
• The Pension Plan is the Marelli North America, Inc. Defined Benefit Plan, a single-employer defined benefit plan insured by the PBGC.
  • The PBGC asserts that if the Pension Plan terminates under 29 U.S.C. §§ 1341(c) or 1342, the Debtors will each be jointly and severally liable to the PBGC for (1) any unpaid minimum funding contributions owed under 29 U.S.C. §§ 1082, 1083, and 1362(b) and 26 U.S.C. §§ 412 and 430; (2) the Pension Plan’s unfunded benefit liabilities under 29 U.S.C. § 1362(b); and (3) pension insurance premiums under 29 U.S.C. §§ 1306 and 1307, including termination premiums at the rate of $1,250 per plan participant per year for three years under 29 U.S.C. § 1306(a)(7). The Debtors and Reorganized Debtors reserve all rights and defenses relating to any asserted liability, including contesting the validity, priority, and amount of such claims.
  • After the effective date, the Reorganized Debtors shall satisfy the minimum funding requirements for the Pension Plan under 26 U.S.C. §§ 412 and 430 and 29 U.S.C. §§ 1082 and 1083, pay all required premiums owed to the PBGC under 29 U.S.C. §§ 1306 and 1307, if any, and administer the Pension Plan in accordance with the applicable provisions of ERISA and the Internal Revenue Code, reserving all rights thereunder.
  • Nothing in the Plan, the disclosure statement, the confirmation order, any other document filed in the Chapter 11 cases, or section 1141 shall discharge, release, limit, or relieve any individual from any claim by the PBGC or the Pension Plan for breach of fiduciary duty under ERISA with respect to the Pension Plan, including prohibited transactions, subject to any and all applicable rights and defenses of such parties, which are expressly preserved; and the PBGC and the Pension Plan shall not be enjoined or precluded from enforcing such fiduciary duty or related liability by any provision of the Plan, the confirmation order, section 1141, or any other document filed in the Chapter 11 cases. For the avoidance of doubt, the Reorganized Debtors shall not be released from any liability or obligation under ERISA, the Internal Revenue Code, or any other applicable law relating to the Pension Plan.

Executory Contracts and Unexpired Leases

• All executory contracts and unexpired leases not previously assumed, assumed and assigned, or rejected shall be deemed assumed by the Reorganized Debtors as of the effective date, other than those identified on the Schedule of Rejected Executory Contracts and Unexpired Leases, those previously rejected by final order, and those subject to a pending motion to reject on the confirmation date or for which the requested rejection date is after the effective date.
  • Entry of the confirmation order shall constitute Bankruptcy Court approval of such assumptions, assumptions and assignments, or rejections pursuant to sections 365(a) and 1123 of the Bankruptcy Code.
  • Monetary defaults under assumed contracts and leases shall be satisfied pursuant to section 365(b)(1) by payment of the default amount in cash on the effective date or in the ordinary course of business, or on such other terms as the parties may agree.
  • Proofs of claim arising from rejection must be filed with the Claims, Noticing, and Solicitation Agent — Kurtzman Carson Consultants LLC dba Verita Global — at the address specified in the notice of entry of the confirmation order, and served on the Reorganized Debtors, no later than 30 days after the effective date of such rejection. Rejection claims not timely filed are automatically disallowed, forever barred from assertion, deemed fully satisfied, released, and discharged, and subject to the Plan’s permanent injunction.
  • Timely rejection claims are treated as General Unsecured Claims against the counterparty Debtor and may be objected to under the Plan’s claims procedures. Any proof of claim filed with respect to a contract or lease that is assumed is deemed disallowed and expunged as of the effective date without further objection or notice.
  • Assumption releases all monetary and non-monetary defaults arising before the effective date of assumption, including change-of-control and other bankruptcy-related defaults, but does not release indemnification obligations under the assumed contract. Provisions that restrict, prevent, or are breached by assumption or assignment are deemed modified so that the transactions under the Plan do not give the non-Debtor counterparty termination or other default-related rights.
  • Rejection does not terminate preexisting obligations owed to the Debtors, including warranties and continued maintenance obligations on goods previously purchased. If there is a dispute over whether a contract or lease was executory or unexpired, the Debtors or Reorganized Debtors have 45 days after entry of a final order resolving the dispute to alter its treatment. Contracts and leases entered into after the petition date are performed in the ordinary course and survive entry of the confirmation order.
• All indemnification provisions currently in place for the Indemnified Parties — whether in by-laws, charters, limited liability company or partnership agreements, board resolutions, indemnification agreements, or employment contracts — shall be reinstated, remain intact and irrevocable, survive the effective date on terms no less favorable than those in place prior to the effective date, and be treated as executory contracts assumed under the Plan. Neither the Debtors nor the Reorganized Debtors may amend their organizational documents on or after the petition date to impair those obligations. Claims arising from indemnification obligations that are not reinstated or assumed are treated as General Unsecured Claims.
• After the effective date, the Reorganized Debtors will not terminate or reduce coverage under any directors’ and officers’ insurance policies (including any “tail policy”) in effect or purchased as of the petition date, and all members, managers, directors, and officers who served at any time prior to the effective date, and all other covered individuals, will be entitled to the full benefits of each policy for its full term.
  • The Reorganized Debtors shall purchase and maintain new D&O liability insurance policies for directors, officers, employees, attorneys, or other professionals and agents of the Reorganized Debtors.

Restructuring Expenses

• “Restructuring Expenses” means all reasonable and documented prepetition and postpetition fees and expenses of any advisors to the Consenting Stakeholders, the DIP Lenders, the Initial Tranche A Lender, the DIP Agent, and the Prepetition Agents, and any fees and expenses payable under the DIP Documents, including the fees and expenses incurred by the Ad Hoc Group of Senior Lenders’ Professionals and the Consenting Senior Bank Lenders’ Professionals.
• On the effective date or as soon as reasonably practicable thereafter, the Restructuring Expenses incurred or estimated to be incurred up to and including the effective date shall be paid in full in cash, to the extent not previously paid, in accordance with and subject to the terms of the RSA, the DIP orders, and any other applicable fee arrangements, and without any requirement to file retention or fee applications or any further notice or Bankruptcy Court review or approval.
  • Estimates of Restructuring Expenses to be paid on the effective date shall be delivered to the Debtors at least five business days before the anticipated effective date; such estimates shall not be considered an admission or limitation with respect to such expenses. Following the effective date, invoices shall be submitted to the Reorganized Debtors for payment.
  • Following the confirmation date, the Debtors and Reorganized Debtors shall continue to pay, when due in the ordinary course, the Restructuring Expenses related to the Plan and the implementation, consummation, and defense of the Restructuring Transactions, whether incurred before, on, or after the effective date, in accordance with any applicable engagement letter, the DIP orders, and the RSA.
  • The Ad Hoc Group of Senior Lenders’ Professionals shall not be required to file any fee applications in respect of their Professional Fee Claims, which shall be paid pursuant to the terms of the RSA, the Restructuring Term Sheet, and the DIP orders.

Releases, Exculpation, and Injunction

• The “Released Parties” include each Debtor and Reorganized Debtor; the Consenting Stakeholders; the DIP Agent and DIP Lenders; the Initial Tranche A Lender; the Plan Sponsors; the Prepetition Agents; the Ad Hoc Group of Senior Lenders’ Professionals; the Consenting Senior Bank Lenders’ Professionals; the Committee and each of its members solely in such capacities; and, with respect to each of the foregoing, their current and former predecessors, successors, affiliates, subsidiaries, direct and indirect equity holders, funds, and related parties.
  • Any holder of a claim or interest that objects to the releases or elects to opt out of, or not opt in to, the releases shall not be a “Released Party.”
• The “Releasing Parties” include the same categories of parties, together with holders of claims or interests who vote to accept the Plan; holders who vote to reject the Plan and are provided the opportunity to opt out but do not affirmatively do so; holders deemed to accept or reject the Plan that affirmatively opt in; and holders who abstain from voting and affirmatively opt in.
  • Any holder that elects to opt out of, or not opt in to, the releases, or that objects to the releases, shall not be a “Releasing Party.”
• All releases remain subject to the Independent Investigation undertaken by the Special Committee, as more fully described in the disclosure statement.
• Under the Debtor release, each Released Party is released and discharged by the Debtors, the Reorganized Debtors, and their estates from all claims and causes of action, whether known or unknown, including derivative claims, arising from or relating to the Debtors and their management, ownership, or operation; the business or contractual arrangements between the Debtors and any Released Party; securities issued by the Debtors; the Debtors’ restructuring efforts and intercompany transactions; the formulation, preparation, dissemination, negotiation, or filing of the RSA; any Restructuring Transaction or document created or entered into in connection with the RSA, the Restructuring Transactions, the disclosure statement, the Plan, the Definitive Documents, the DIP Facilities, the DIP Documents, or the Exit Facility Documents; the Chapter 11 cases, the negotiation of and entry into the OEM Accommodation Agreements, the pursuit of confirmation and consummation, and the administration and implementation of the Plan; or any other related act or omission taking place on or before the effective date.
  • The Debtor release does not release post-effective date obligations under the Plan or any implementing document, causes of action specifically retained pursuant to the Retained Causes of Action List to be attached to the Plan Supplement, or claims or causes of action arising from any act or omission determined by a final order to have constituted actual fraud.
• Under the third-party release, each Released Party is released and discharged by each Releasing Party from claims and causes of action on substantially the same bases as the Debtor release.
  • The third-party release additionally does not release any commercial claims arising between two non-Debtor parties in the ordinary course of business, such as accounts receivable and accounts payable on account of goods and services being performed, in addition to the same carve-outs for post-effective date obligations, retained causes of action, and actual fraud.
• The “Exculpated Parties” are each Debtor, each Reorganized Debtor, the Committee, each member of the Committee, and each of their respective related parties.
  • Exculpation covers any act or omission in connection with the Chapter 11 cases; the formulation, preparation, dissemination, negotiation, filing, or termination of the RSA and related prepetition transactions; the disclosure statement; the Plan; any Restructuring Transaction or document created or entered into in connection with the disclosure statement, the Plan, the Independent Investigation, the filing of the Chapter 11 cases, the pursuit of confirmation and consummation, and the administration and implementation of the Plan — except for claims related to any act or omission determined in a final order to have constituted actual fraud.
  • The Exculpated Parties shall be deemed to have participated in good faith and in compliance with applicable laws with regard to the solicitation of votes and distribution of consideration and shall not be liable for violation of any law governing such solicitation or distributions.
• All entities that have held, hold, or may hold claims, causes of action, or interests discharged, released, or subject to exculpation under the Plan are enjoined from and after the effective date, as against the Debtors, the Reorganized Debtors, the Released Parties, and the Exculpated Parties, from commencing or continuing any action; enforcing, attaching, collecting, or recovering any judgment, award, decree, or order; creating, perfecting, or enforcing any lien or encumbrance against such entities, their property, or their estates; asserting any right of setoff, subrogation, or recoupment (unless timely asserted in a document filed with the Bankruptcy Court explicitly preserving such setoff); or commencing or continuing any action on account of any claims, causes of action, or interests released or settled under the Plan.
• Pursuant to section 1141(d), the distributions, rights, and treatment provided under the Plan shall be in complete satisfaction, discharge, and release, effective as of the effective date, of all claims, interests, and causes of action of any nature against the Debtors, including any interest accrued from and after the petition date, whether known or unknown, and including any withdrawal liability relating to services performed by employees prior to the effective date arising from a termination of employment, contingent or non-contingent liability on account of representations or warranties issued on or before the effective date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case regardless of whether a proof of claim was filed, whether the claim was allowed, or whether the holder accepted the Plan. Any default or event of default existing immediately before or on account of the filing of the Chapter 11 cases is deemed cured as of the effective date, and the confirmation order constitutes a judicial determination of the discharge, subject to occurrence of the effective date.
• On the effective date, and concurrently with the applicable distributions, all mortgages, deeds of trust, liens, pledges, or other security interests against estate property shall be fully released and discharged — except for Other Secured Claims the Debtors elect to reinstate — and all right, title, and interest of the holders thereof shall revert to the Reorganized Debtors and their successors and assigns without further Bankruptcy Court approval.
  • The DIP Agent and the Prepetition Agents shall, at the Reorganized Debtors’ sole cost and expense, execute and deliver all documents reasonably requested to evidence such releases on assets subject to the Restructuring.
• Pursuant to section 1123 and Bankruptcy Rule 9019, the Plan constitutes a good-faith compromise and settlement of all claims, interests, and controversies relating to the contractual, legal, and subordination rights of holders, and entry of the confirmation order constitutes Bankruptcy Court approval of such compromise as well as a finding that it is fair, equitable, and reasonable and in the best interests of the Debtors, their estates, and holders of claims and interests. After the effective date, the Reorganized Debtors may compromise and settle claims and causes of action against other entities without further notice to or action, order, or approval of the Bankruptcy Court.

Consent Rights and Definitive Documents

• The “Definitive Documents” include documents in connection with the first day and second day pleadings and related orders; the DIP Documents; the Exit Facility Documents; the solicitation materials, including the disclosure statement and ballots; the disclosure statement order; the Plan; the confirmation order; the Plan Supplement; the New Organizational Documents; the New Stockholders Agreement; the Restructuring Transactions Memorandum; and such other documentation necessary or desirable to consummate the Restructuring Transactions, each of which shall be in form and substance acceptable to the Debtors, the Required Plan Sponsors, and such other parties as required pursuant to the consent rights in the RSA.
• All consent and approval rights set forth in the DIP orders, the DIP Credit Agreements, and the RSA — including rights and limitations with respect to the form and substance of any Plan Supplement document or Definitive Document — are incorporated into the Plan by reference and fully enforceable as if stated in full therein. The absence of references in the Plan to such information, notice, and consent rights shall not impair, modify, or negate them.
  • Consenting Stakeholders’ consent is not required for the filing of ministerial notices and similar ministerial documents, retention applications, fee applications, fee statements, similar pleadings or motions relating to professional retention or fees, or statements of financial affairs and schedules of assets and liabilities.
• Key consent thresholds include:
  • “Required Plan Sponsors” — at all times, at least two unaffiliated holders of Tranche A-1, Tranche B, and Tranche C DIP Loans holding at least 75% of each of the outstanding loans of those tranches; and, if the Plan provides for repayment of the Tranche A-1 DIP Loans other than in full in cash, holders of 100% of the outstanding Tranche A-1 DIP Loans.
  • “Required Senior DIP Lenders” — holders of at least 50.01% of the sum of the aggregate unpaid principal amount of the Tranche A DIP Loans outstanding and the aggregate unfunded Tranche A commitments in effect at such time; provided that so long as the Initial Tranche A Lender is a Tranche A DIP Lender holding at least 10% of that same sum, the Required Senior DIP Lenders must include the Initial Tranche A Lender, and provided further that at any time there are two or more unaffiliated Tranche A DIP Lenders, the Required Senior DIP Lenders must include at least two unaffiliated Tranche A DIP Lenders.
  • “Required Tranche A-1 DIP Lenders” — at least two unaffiliated holders of at least 75% of the sum of the aggregate unpaid principal amount of the Tranche A-1 DIP Loans outstanding and the aggregate unfunded Tranche A-1 commitments in effect at such time.
  • “Required Tranche B/C DIP Lenders” — at least two unaffiliated holders of at least 75% of the sum of the aggregate unpaid principal amount of the Tranche B DIP Loans outstanding and the aggregate unfunded Tranche B commitments in effect at such time; as drafted, the threshold is measured solely by reference to Tranche B notwithstanding the “B/C” label.
  • “Required Senior DIP Lenders” — holders of at least 50.01% of the sum of the aggregate unpaid principal amount of the Tranche A DIP Loans outstanding and the aggregate unfunded Tranche A commitments in effect at such time; provided that so long as the Initial Tranche A Lender is a Tranche A DIP Lender holding at least 10% of that same sum, the Required Senior DIP Lenders must include the Initial Tranche A Lender, and provided further that at any time there are two or more unaffiliated Tranche A DIP Lenders, the Required Senior DIP Lenders must include at least two unaffiliated Tranche A DIP Lenders.
  • “Required Ad Hoc Group Lenders” — at least two unaffiliated members of the Ad Hoc Group of Senior Lenders collectively holding at least 75% of the outstanding principal amount of Senior Loans held by all members of the group.
  • “Required Consenting Emergency Lenders” — each Consenting Emergency Lender.
  • “Required Consenting Senior Bank Lenders” — Consenting Senior Bank Lenders holding at least 50.1% of the aggregate outstanding principal amount of Senior Loans held by all Consenting Senior Bank Lenders.
• The Plan Supplement is to be filed no later than seven calendar days before the confirmation objection deadline, to the extent available, or such later date as approved by the Bankruptcy Court, and may include the New Stockholders Agreement, the Exit Facility Documents, the Schedule of Rejected Executory Contracts and Unexpired Leases, the Retained Causes of Action List, the New Organizational Documents, the Restructuring Transactions Memorandum, the identities of the New Board members and officers of the Reorganized Debtors, and any other documentation necessary to effectuate the Restructuring Transactions.
  • The Debtors shall consult the Committee on any alterations, amendments, supplements, or modifications to the Plan Supplement or the documents contained therein that impact the treatment of holders of General Unsecured Claims.

Conditions Precedent to the Effective Date

• The effective date is conditioned upon satisfaction or waiver of the following:
  • The RSA shall not have been terminated as to all parties thereto and shall remain in full force and effect, and no event shall have occurred purporting to terminate it as to all parties.
  • The Bankruptcy Court shall have entered the DIP orders, which shall be in full force and effect.
  • The Debtors shall have otherwise substantially consummated the Restructuring Transactions, including all transactions contemplated by the Restructuring Term Sheet, consistent with the RSA and the Plan.
  • The Definitive Documents shall be consistent in all material respects with the consent rights, terms, and conditions set forth in the RSA and otherwise approved by the applicable parties, and shall have been executed or deemed executed and delivered, with any related conditions precedent satisfied or waived.
  • All actions, documents, and agreements constituting the Definitive Documents shall have been executed and/or effectuated, in form and substance materially consistent with and subject to the RSA consent rights, mutually agreed to by the Debtors and the Required Plan Sponsors and, only to the extent the rights of holders of General Unsecured Claims are affected, in consultation with the advisors to the Committee.
  • All requisite governmental, regulatory, and third-party approvals and consents shall have been obtained or waived, shall not be subject to unfulfilled conditions, and shall be in full force and effect, and all applicable waiting periods shall have expired or terminated, without any action being taken or threatened by any competent authority that would restrain, prevent, or impose materially adverse conditions on the Restructuring Transactions or the financial benefits thereof to the Plan Sponsors.
  • Professional fees and expenses required to be escrowed shall have been placed in the Professional Fee Escrow Account.
  • All accrued and unpaid Restructuring Expenses and fees and expenses of the Consenting Stakeholders, the DIP Lenders, the Initial Tranche A Lender, and the DIP Agent shall have been paid in full in cash in accordance with the RSA, the DIP orders, and the DIP Documents.
  • The New Common Stock shall have been issued by Reorganized Marelli.
  • The Exit Facility Documents shall have been duly executed and delivered by all parties thereto, all conditions precedent to effectiveness of the Exit Facility shall have been satisfied or duly waived in writing, and the closing of the Exit Facility shall have occurred.
  • The OEM Accommodation Agreements, in form and substance acceptable to the Debtors and the Required Plan Sponsors, shall have been approved by the Bankruptcy Court, either by separate final order(s) or as part of the confirmation order.
  • The Bankruptcy Court shall have entered the confirmation order, and it shall not have been reversed, stayed, modified, or vacated on appeal.
• The conditions may be waived, in whole or in part, in writing with the consent of the Debtors and the Required Plan Sponsors, provided that waiver of the fourth and eighth conditions also requires the consent of any Consenting Stakeholders holding consent rights under the RSA over the applicable Definitive Document. Any waiver is effective without notice, leave, or order of the Bankruptcy Court.
• The Plan may become effective as to any one or more Debtors without becoming effective as to all Debtors. While the Debtors expect the effective date to occur on the same date for substantially all Debtors, the Debtors and the Required Plan Sponsors may each consent, in their sole discretion, to conditions precedent applying to each Debtor on an individual basis, subject to applicable tax considerations and compliance with the Plan, Plan Supplement, and Definitive Documents.
• “Substantial consummation” within the meaning of section 1101(2) is deemed to occur on the effective date, and non-occurrence of the effective date as to one or more Debtors does not by itself prevent a finding that the Plan has been substantially consummated as to the other Debtors.
• If the effective date does not occur with respect to any Debtor, the Plan shall be null and void as to that Debtor, and nothing in the Plan or disclosure statement shall constitute a waiver or release of claims or interests, prejudice the rights of any party, or constitute an admission, provided that all surviving provisions of the RSA shall remain in effect in accordance with their terms.

Claims Resolution, Retention of Jurisdiction, and Interpretive Provisions

• The Debtors, with the consent of the Required Plan Sponsors, and the Reorganized Debtors have exclusive authority to determine that a filed claim is allowed and to file, settle, compromise, withdraw, or litigate objections to claims. After the effective date, the Reorganized Debtors may resolve disputed claims and direct adjustments to the claims register without further Bankruptcy Court notice or approval, and retain all rights and defenses each Debtor held immediately prior to the effective date.
• Proofs of claim filed after the Claims Bar Date are disallowed and forever barred, estopped, and enjoined from assertion without the need for any objection. Claims of entities from which the Debtors seek turnover, or that are alleged transferees of avoidable transfers, are disallowed until the property is turned over.
• The Debtors or Reorganized Debtors may seek estimation of any disputed claim under section 502(c) at any time, including during litigation or appeal; an estimated amount is a maximum limitation on the claim for all purposes, and a claim expunged from the register but subject to appeal or not yet the subject of a final order is deemed estimated at zero. Reconsideration of an estimation requires a motion filed within seven days.
• No distribution is made on a disputed claim until it becomes allowed, and no interest accrues on a disputed claim between the effective date and the date of final distribution.
• The Bankruptcy Court retains jurisdiction over the Chapter 11 cases and all related matters, including claim allowance, estimation, and priority; professional compensation; assumption, rejection, and cure disputes; causes of action; matters under sections 1141 and 1145; disputes over the release, injunction, and exculpation provisions, including liability arising from termination of employment or of any employee or retiree benefit program; recovery of distributions not timely repaid; interpretation of the Plan and correction of defects; tax matters under sections 346, 505, and 1146; enforcement of prior orders; and entry of an order closing the cases. Disputes arising under the New Organizational Documents are resolved as provided in those documents, and the retention provision does not limit another court’s jurisdiction if the Bankruptcy Court abstains or lacks jurisdiction.
• The Plan is governed by New York law, without giving effect to conflicts principles other than sections 5-1401 and 5-1402 of the New York General Obligations Law, except that corporate, limited liability company, and partnership governance matters are governed by the law of the relevant entity’s jurisdiction of incorporation or formation, and except as otherwise provided in a particular agreement.
• In the event of inconsistency, the Plan controls over the disclosure statement; a Plan Supplement document controls over the Plan (unless that document or the confirmation order provides otherwise); and the confirmation order controls over the Plan. All exhibits and documents in the Plan Supplement are incorporated into and form part of the Plan.
• Upon the effective date, the Plan, the final Plan Supplement documents, and the confirmation order are immediately effective, enforceable, and binding on the Debtors and Reorganized Debtors, all holders of claims and interests regardless of how they voted, all parties to the Plan’s settlements, releases, and injunctions, every entity acquiring property under the Plan, and all non-Debtor counterparties to executory contracts and unexpired leases.
• Upon entry of the confirmation order, the Debtors and their affiliates, agents, representatives, officers, directors, managers, employees, advisors, and attorneys are deemed to have solicited votes in good faith and in compliance with the Bankruptcy Code under section 1125(e), and have no liability for violation of any law governing solicitation or the offer, issuance, sale, or purchase of securities under the Plan.
• Consistent with section 525, no entity, including any governmental unit, may discriminate against the Reorganized Debtors or deny, revoke, suspend, or refuse to renew any license, permit, charter, or franchise solely because the Debtors were chapter 11 debtors, may have been insolvent, or did not pay a dischargeable debt. Contractual subordination rights are waived and the confirmation order enjoins any entity from enforcing them against property distributed under the Plan. Contingent claims for reimbursement or contribution disallowed under section 502(e)(1)(B) are forever disallowed unless adjudicated non-contingent before the confirmation date.
• Each holder of a claim or interest waives any right to argue that its claim or interest should be allowed in a particular amount, priority, or secured or non-subordinated status by virtue of an agreement with the Debtors or any other entity that was not disclosed in the Plan, the disclosure statement, or papers filed before the confirmation date.

Plan Modification and Revocation

• Subject to the limitations in the Plan and the consent rights of the Consenting Stakeholders, the Required Plan Sponsors, and the DIP Lenders under the Plan and the RSA, the Debtors reserve the right to modify the Plan and seek confirmation consistent with the Bankruptcy Code and, as appropriate, not resolicit votes on the modified Plan.
  • The Debtors shall consult the Committee on any alterations, amendments, or modifications to the Plan and the Definitive Documents that impact the treatment of holders of General Unsecured Claims, and provide the Committee advance notice of any related filing.
  • The Committee reserves the right to seek to adjourn its objection deadline and the confirmation hearing in the event the Debtors file material modifications to the Plan, including modifications impacting the treatment of holders of General Unsecured Claims.
  • The Debtors expressly reserve the right to materially alter, amend, or modify the Plan one or more times after confirmation, subject to section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, and may initiate proceedings in the Bankruptcy Court to do so or to remedy any defect or omission or reconcile any inconsistencies.
  • Entry of the confirmation order shall constitute approval of all post-solicitation modifications or amendments pursuant to section 1127(a) and a finding that such modifications do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.
• Subject to the terms of the RSA, the Debtors reserve the right to revoke or withdraw the Plan before the confirmation date. If revoked or withdrawn, or if confirmation and consummation do not occur, the Plan shall be null and void in all respects, any settlement or compromise embodied therein and any assumption or rejection of executory contracts or unexpired leases effected thereby shall be deemed null and void, and nothing contained in the Plan shall constitute a waiver or release of claims or interests, prejudice any party’s rights, or constitute an admission.
• If, before confirmation, any term of the Plan is held invalid, void, or unenforceable, the Bankruptcy Court may alter and interpret such term to make it valid or enforceable to the maximum extent practicable. The confirmation order shall constitute a judicial determination that each term of the Plan, as altered or interpreted, is valid and enforceable, integral to the Plan and not subject to deletion or modification without the consent of the Required Ad Hoc Group Lenders, the Required DIP Lenders, the Required Plan Sponsors, and the Debtors or Reorganized Debtors, and nonseverable and mutually dependent.

Case Administration

• Upon the occurrence of the effective date, the Reorganized Debtors shall be permitted to close all of the Chapter 11 cases except that of one Debtor entity, in which all contested matters relating to each of the Debtors, including claim objections, shall be administered and heard.
  • Once all disputed claims have become allowed or disallowed and all remaining cash has been distributed, the Reorganized Debtors shall seek authority to close the remaining Chapter 11 case.
• On the effective date, the Committee and any other statutory committee shall dissolve automatically and their members shall be released and discharged from all rights, duties, responsibilities, and liabilities arising from the Chapter 11 cases, provided that the Committee shall continue in existence with standing and a right to be heard for the limited purposes of (a) claims and applications for compensation of professionals and requests for allowance of administrative claims for substantial contribution under section 503(b)(3)(D), and (b) any appeals of the confirmation order or other appeals to which the Committee is a party.
  • Any reasonable and documented fees or expenses of the Committee or its advisors incurred between the confirmation date and the effective date — or after the effective date with respect to the matters covered by the foregoing proviso — shall be paid by the Debtors or Reorganized Debtors without any requirement to file a fee application or obtain Bankruptcy Court review or approval.
• Except as otherwise indicated, and without limiting the effectiveness of the RSA, the Plan supersedes all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects. On or before the effective date, and subject to the terms of the RSA, the Debtors may file such agreements and other documents as may be necessary or advisable to effectuate and further evidence the terms and conditions of the Plan.
• The Plan was submitted by Marelli Automotive Lighting USA LLC, on behalf of itself and each of its debtor affiliates, executed by John Nicholson, general counsel.